FIRST
      AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2007 (this
      “Amendment”), by and among KEYCORP (“Acquiror”), KYCA CORPORATION **** (“Acquiror
      Sub”) **** and
      U.S.B. HOLDING CO., INC. (“Company”).




RECITALS




A.  Acquiror,
      Acquiror Sub and the Company (collectively, the “Parties”, and each a “Party”)
      entered into that certain Agreement and Plan of Merger, dated as of July 26,
      2007 (the “Original Agreement”).




B.  The
      Parties now desire to make a technical correction to the Original Agreement
      pursuant to Section 8.2 thereof on the terms and conditions set forth
      herein.




NOW,
      THEREFORE, in consideration of their mutual promises and obligations, the
      parties hereto approve, adopt and make this Amendment and prescribe the terms
      and conditions hereof and the manner and mode of carrying it into effect, which
      are as follows:




1.  The
      following sentence of Section 2.4(a) of the Original Agreement shall be deleted
      in its entirety:




“Notwithstanding
      the foregoing, any Company Options (whether vested or unvested) that are held
      by
      employees of the Company who are not Continuing Employees (as such term is
      Defined in Section 5.10(a)) or that are held by directors of Company shall
      be
      entitled to a cash payment from the Company at the Effective Time in an amount
      equal to the excess of (i) the sum of (A) the Per Share Cash Consideration
      plus
      (B) (1) the Designated Ratio multiplied by (2) the Acquiror Share Price over
      (ii) the per share exercise price of such Company Option, subject to any
      required withholding of taxes.”




and
      replaced with the following:




“Notwithstanding
      the foregoing, any Company Options (whether vested or unvested) that are held
      by
      employees of the Company who are not Continuing Employees (as such term is
      defined in Section 5.10(a)) or that are held by directors of Company shall
      be
      entitled to a cash payment from the Company at the Effective Time in an amount
      equal to the excess of (i) the sum of (A) the Per Share Cash Consideration
      plus
      (B) the product of (1) the Designated Ratio multiplied by (2) .65 multiplied
      by
      (3) the Acquiror Share Price over (ii) the per share exercise price of such
      Company Option, subject to any required withholding of taxes.”







2.  Nothing
      in this Amendment is intended or shall be construed to confer upon any Person,
      other than the Parties, any right, remedy or claim under or by reason of the
      Original Agreement, this Amendment or any part hereof.




3.  Each
      Party represents and warrants that this Amendment has been duly authorized,
      executed and delivered by it and constitutes its legal, valid and binding
      obligation, enforceable against it in accordance to its terms.




4.  This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to the principles of conflict of laws
      thereof.




5.  This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and all of which shall constitute one and the same
      Amendment.




6.  Except
      to
      the extent expressly amended by this Amendment, all terms of the Original
      Agreement shall remain in full force and effect without amendment, change or
      modification.




7.  All
      references in the Original Agreement to the “Agreement” shall be deemed to be to
      the Original Agreement as amended by this Amendment.




8.  Capitalized
      terms used but not otherwise defined herein shall have the respective meanings
      set forth in the Original Agreement.






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IN
      W I TNESS
      WHEREOF, this Amendment has been duly executed and delivered by the duly
      authorized officers of the parties hereto as of the date first above
      written.






**KEYCORP**By:
            /s/
              Daniel
              R. StolzerName:
              Daniel R. StolzerTitle:
                SVP and Deputy General
                Counsel






**KYCA
                  CORPORATION**By:
              /s/ Daniel
                R. StolzerDaniel
                R. StolzerTitle:
                  President


**U.S.B.
                HOLDING CO., INC.**By:
            /s/ Thomas
              E. HalesName:
              Thomas E. HalesTitle:
                Chairman and Chief Executive
                Officer






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